NNUP Nocopi Technologies Inc MD (QB)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 2, 2022 the Company filed Articles of Amendment to its Articles of Incorporation (the “August 2, 2022 Articles of Amendment”) with State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) to effect a one-for-ten (1:10) reverse stock split of the Company’s common stock. The August 2, 2022 Articles of Amendment stated that the August 2, 2022 Articles of Amendment will become effective as of 12:01 a.m. Eastern Standard Time on August 26, 2022.

On August 25, 2022 the Company filed with the SDAT (i) a Notice of Abandonment to Articles of Amendment to abandon the August 2, 2022 Articles of Amendment; and (ii) Articles of Amendment to its Articles of Incorporation (the “August 25, 2022 Articles of Amendment”) to effect a one-for-ten (1:10) reverse stock split of the Company’s common stock, par value $0.01 per share (the “Reverse Stock Split”). The August 25, 2022 Articles of Amendment state that the August 25, 2022 Articles of Amendment will become effective as of 12:01 a.m. Eastern Standard Time on September 2, 2022 (the “Effective Time”). At the Effective Time, every ten shares of common stock of the Company that were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of common stock of the Company.

The Company’s common stock will trade with the new CUSIP number of 655213106 after the Effective Time. The foregoing actions have been approved by the Company's Board of Directors pursuant to the Maryland General Corporation Law and no stockholder approval is required.

The Reverse Stock Split will not affect any stockholder’s ownership percentage of the Company’s shares, except to the limited extent that the Reverse Stock Split would result in any stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise be entitled to receive a fraction of a share of the Company’s common stock will instead receive one whole share of common stock. There will be no change to the number of authorized shares or the par value per share.

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and, as necessary, will send instructions to stockholders of record regarding the exchange of certificates for common stock.

A copy of each of the August 2, 2022 Articles of Amendment, the Notice of Abandonment to Articles of Amendment and the August 25, 2022 Articles of Amendment are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.